LICENCE AGREEMENT THIS IS AN IMPORTANT DOCUMENT. PLEASE READ THIS CAREFULLY. This is a contract between Reckon Limited (ACN 003 348 730) (Reckon) and you. By using the QuickBooks® software supplied with this document, and the related user guides and materials (together the Software), you agree to be bound by the terms of this Licence. This Licence covers copies of the Software provided for evaluation or trial purposes, subscription versions and non-subscription or full versions of the Software. Some Licence provisions may not be applicable to you, depending on the particular version of the Software you have purchased or if you are using the Software for evaluation purposes. The defined terms and the rules of interpretation in this Licence are set out in clause11. Important: There are a number of technical features within the Software that may affect your ability to continue to use the Software. These are outlined in more detail in the terms of the Licence, but in summary: · you are purchasing the right to use the Software, not to own it; · if you have been provided with a Trial Version, you may only use the Software on a temporary basis to evaluate the Software's functionality and suitability for your requirements; · the Software contains registration and activation processes to guard against illegal copying; · to continue using the Software, those processes require you to verify your compliance with the terms under which you are licensed to use the software (for example: the number of computers on which the software is installed) and to permit continued reactivation of the Software from time to time. This involves, in all versions, periodically verifying your licence details, and in the subscription version, renewing your subscription when it falls due. Reckon may also verify subscription customers during a subscription period and not only at renewal. You will also need to reactivate your Software if you want to reinstall it (for example, if you upgrade your computer or if you have a hard drive failure, and you may incur a technical support cost for this); · when you purchase the Software or during the course of your subscription you will be provided with an installation key code. Please keep the installation key code in a safe place. You may need it when you first install or re-install (if permitted) the Software and to reactivate the Software. Please note if you lose your installation key code that it will not be replaced by Reckon and you will not be able to install or reactivate the Software; · you also need a licence key to reactivate your Software. In addition, with some older versions of the Software, you will not be able to re-install or reactivate the Software if you do not have your installation key code - see details below on Reckon's sunset policy; · there will be no charge to activate the Software initially or to reactivate your Software when you verify your licence details or renew a subscription, Reckon may charge you a fee for technical support if it needs to reissue a licence key provided also that the version of the Software you are using has not been ‘sunsetted’ as explained below. Reckon may also charge a fee if you need to reactivate the Software in other circumstances (for example, if you need to reinstall the Software if you upgrade your computer or due to a hard drive failure); · if you do not verify your licence details or renew your subscription (as applicable) within the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records); and · Reckon has a 'sunset policy' which means that technical support is not available for some older versions of the Software. This includes the ability to install or re-install that Software for any reason if you have lost your installation key code for those old versions. If you wish to continue using the Software in those circumstances, you will need to purchase a new copy of the current version of that Software. 1. LICENCE (a) Evaluation licence: If Reckon has provided a Trial Version of the Software to you, your rights to use the Trial Version are solely as set out in clause 10. (b) Licence to use: Reckon grants you a personal, non-exclusive, non-transferable, limited licence to use the Software on the terms of this Licence for the period determined in accordance with clause 8. (c) No transfer of copyright: The Software is licensed not sold, despite any reference to “purchase” or “sale” in this Licence or in any invoice or purchase order for the supply of the Software. Reckon reserves all rights not expressly granted to you. Intuit Inc. is the owner of copyright in the Software and retains ownership of the copyright and all other intellectual property rights in the Software and is protected by copyright law and international copyright treaty. 2. YOUR PERMITTED USE OF THE SOFTWARE (a) Single use licence: If you have purchased a single user licence, you: (i) may install the Software once, on one computer only. However, if you wish to reinstall the Software (for example, if you need to install the Software on a replacement computer), then clause 3 will apply; and (ii) must ensure that the Software is used by one person only at any one time. (b) Additional licences: If: (i) more than one person is to use the Software at the same time; or (ii) the Software is to be installed on more than one computer then you must, for example in the Pro version, purchase another full version or a subscription version of that software, for use by up to a maximum of five users. (c) Premier Version If you have purchased the QuickBooks Premier version of the Software, this Licence entitles you to load the Software on up to five computers (for use by a single processing unit only on each computer) for use by up to five individuals simultaneously. If you wish to install the Software on more than five computers you must purchase another full version or a subscription version of that software but for simultaneous access you will need to upgrade to an appropriate version that permits more than five users to simultaneously access a data file. (d) Enterprise Solutions Version (i) If you have purchased the QuickBooks Enterprise Solutions version of the Software, this Licence entitles you to load the Software on up to ten computers (for use by a single processing unit only on each computer) for use by up to ten individuals simultaneously. You may not load the Software onto any further computers. (ii) If you have purchased the QuickBooks Enterprise Solutions Accountants version of the Software, this Licence entitles you to load the Software onto one computer (for use by a single processing unit). You may not load the Software onto any further computers. (e) General restrictions: You must not: (i) use or rely upon the Software for any purpose or in any manner for which the Software is not warranted; (ii) copy, reproduce, translate, adapt, vary, merge or modify or create any derivative work based on the Software; (iii) reverse engineer, decompile, disassemble, reconfigure or otherwise attempt to discover the source code of the Software; or (iv) sell, market, network, transfer, lease, license, sub-license, rent, lend or otherwise dispose of or distribute the Software or use the Software to provide a bureau service. (f) Licence verification: Upon written request from Reckon, including by e-mail, you agree to provide Reckon with a signed certificate: (i) verifying that the Software is being used fully in accordance with this Licence, including user and machine limitations, and (ii) listing locations, types and serial numbers of equipment on which the Software is run. You agree to allow Reckon to use and disclose any personal details provided to Reckon in connection with this Licence in accordance with Reckon's then current privacy policy displayed on Reckon's website. (g) Audit rights: Reckon may also audit the number of copies of the Software in use or possession by you, the equipment on which the Software is installed or used and the number of users using the Software. Audits will be conducted in your normal business hours, or upon reasonable prior written notice, at Reckon's expense. If the audit reveals underpaid or unpaid fees due to Reckon, you will be invoiced for them based on Reckon's then current price list, and if these exceed 5% of the license fees you have already paid, you will also be invoiced for the cost of the audit. 3. PRODUCT ACTIVATION AND VERIFICATION (a) Initial registration and verifying licence details: This Software may contain technology that protects Reckon against illegal copying. As a consequence, you may be required to: (i) register your details during the initial installation (including your name, contact details and details of the hardware on which the Software will be installed (if this is not done automatically by the Software); (ii) if you have a full version, have the Software reactivated periodically thereafter by verifying your licence details to confirm you are using the Software in accordance with these Licence terms; (iii) if you have a subscription version, have the Software reactivated (on payment of Reckon's renewal fee and verification of your licence details) if you wish to renew the subscription; (iv) have the Software reactivated by Reckon if you wish to re-install the Software (for example, if you would like to install the Software on a new computer or if you have a hard drive failure and need to reload your Software); and (v) provide to Reckon the details of your installation key code and product key for the Software as part of the reactivation process. You agree to activate or reactivate the Software within a reasonable time or within such time as the Software prompts you to do so. (b) Key codes: Each copy of the Software is provided with a unique installation key code (which may appear on the packaging or the cover of the media on which the Software is contained). You should keep the installation key code safe. As per clause 3(a)(v), you will be required to provide your installation key code to Reckon when you reactivate your Software. (c) Manner of verification: You must verify your licence details in the manner required by Reckon from time to time (which may include email or on-line registration via the Internet). The Software may prompt you as to the required manner of verification. (d) Charges for reactivation: Reckon will not charge you to activate the Software initially or to reactivate your Software when you verify your licence details or renew a subscription, unless you have lost your installation or licence key code. You need both your installation code and your licence key to be able to reactivate the Software. Reckon may charge you a fee for technical support to reissue a licence key. Reckon may also charge a fee for technical support if you need to reactivate the Software in other circumstances (for example, if you need to reinstall the Software because you have a new computer or need to reload the Software due to a hard drive failure). For the current fees go to http://www.quicken.com.au. If you have lost your installation key code it will not be replaced by Reckon and you will not be able to install or reactivate the Software. (e) Consequences of non-renewal and failure to verify details: This Software is provided to you on the understanding and acknowledgment that it may contain technology which deactivates and disables the Software if a subscription is not renewed or in the case of a full licence version, you have not verified your licence details when periodically prompted to do so by Reckon or by the Software. If the Software is not reactivated within the required period, the Software may continue to operate but with impaired functionality or you may not be able to access the Software at all (including printing out or viewing any of your data or records). (f) Statutory declaration: In certain circumstances, before permitting a re-activation, Reckon may require you to provide it with a Statutory Declaration stating the reasons for re-activation in a form required by Reckon. (g) Older versions: Reckon has a sunset policy (covered in more detail in clause 4(a)) which means that technical support is not available for certain older versions of the Software. If technical support is not available for your version, you will not be able to reactivate or reinstall your Software if you do not have your installation key code. Reckon will not be obliged to provide you with a replacement key code and in those circumstances you will need to purchase a new version or Upgrade in order to continue using the Software. Please go to http://www.quicken.com.au to see the sunset policy. 4. TECHNICAL SUPPORT (a) Period when technical support is available: Reckon will provide technical support for the Software, during the following periods: (i) in the case of a subscription version of the Software, during the period for which you have paid the relevant subscription fees (unless further releases of the Software in question are discontinued); and (ii) in the case of a full version of the Software, there is a 'sunset period' during which technical support may not be available for that version. The sunset period for a version will commence on the earlier of: (A) 2 years after the date on which you first installed the version on your computer; and (B) the date Reckon releases the second successive Upgrade to that version. For further explanation of Reckon's sunset policy please go to http://www.quicken.com.au. (b) What is included as part of technical support: Reckon will provide technical support in accordance with its then current technical support policy, which may include: (i) as contemplated by clause 3, the technical support required to reactivate the Software or to issue a replacement registration key code (for example, when you verify your licence details, renew a subscription or if you need to reinstall the Software); (ii) provision of telephone help desk support services; (iii) access to technical information about the Software contained on Reckon's website; and (iv) the ability for you to download Updates, but it does not include provision of Upgrades of the Software. For further explanation of Reckon's technical support policy please go to http://www.quicken.com.au. (c) Fees: Clause 3(d) sets out the circumstances when you will (and when you will not) be required to pay charges for the technical support to reactivate your Software (including when you wish to reinstall the Software) or for Reckon to issue a replacement registration key code. For all other technical support, Reckon may charge you a fee in accordance with its then current technical support policy.